SCHEDULE 1: AMR Screening Facility Terms and Conditions of Sale

The University of Warwick (“Warwick”, “we”, “us” or our” in these terms) is the seller of the Services (as defined below). Our administrative offices are located at University House, Kirby Corner Road, Coventry, CV4 8UW, England. The Terms “you” and “your”, when used in these Terms, refer to your organisation as you.

1. INTERPRETATION
1.1 DEFINITIONS. IN THESE CONDITIONS, THE FOLLOWING DEFINITIONS APPLY:

"Order Form" means an Order form on Our Website which you have completed and submitted to us (subject to any subsequent modifications thereto agreed in writing between you and us).

“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

“Claims” mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise).

“Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with clause 14.6.

“Contract” means the contract between you and us for the sale and purchase of the Services in accordance with these Conditions.

“Force Majeure Event” has the meaning given in clause 13.

“Services” means the services (or any part of them) set out in the Order Form.

"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Losses” mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.

“Order” means your order for the Services. “Specification” means any specification for the Services.

“Our Website” means

Construction.

In these Conditions, the following rules apply:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its personal representatives, successors or permitted assigns.

(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written includes e-mails and any communications sent by post.

2. BASIS OF CONTRACT AND ORDERS THROUGH OUR WEBSITE

2.1 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 Submission to us of an Order Form constitutes an offer by you to purchase the Services in accordance with these Conditions. You agree and accept these terms and conditions once you complete and submit the Order Form.
2.3 The Contract constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which are not set out in the Contract.
2.4 You must place the Order through Our Website by completing the Order Form.
2.5 We may contact you requesting further information regarding the Order, such contact shall not constitute an acceptance or a counter-offer of the Order. The Order shall only be deemed to be accepted when we send you an email or a letter by post expressly acknowledging acceptance of the Order including any amendments thereto as agreed and only at which point the Contract shall come into existence.

2.6 On acceptance of the Order, we will issue an invoice to you showing the total amount due for the Services and any other charges applicable which shall be paid via bank transfer immediately. Production and delivery of the Services will only commence after cleared funds for full payment are received in the University’s nominated bank account.
2.7 A quotation for the Services given by us shall not constitute an offer. A quotation shall only be valid for a period of twenty (20) Business Days from its date of issue.

3. Using the Order Form on Our Website

3.1 You are responsible for maintaining the confidentiality of any information you place on Our Website and for restricting access to your computer. You are responsible for ensuring that the details you provide us are accurate and complete, and for informing us of any changes to the information you have provided.
3.2 You may not use Our Website: (i) in any way that causes, or is likely to cause, Our Website, or any access to it to be interrupted, damaged or impaired in any way; or (ii) for fraudulent purposes, or in connection with a criminal offence or any other unlawful activities; or (iii) to cause annoyance, inconvenience or anxiety.
3.3 We reserve our right to refuse service and supply of the Services, if it is in breach of applicable laws, these terms or any other applicable terms and conditions, guidelines or policies.

4. SERVICES

4.1 The Services shall be as set out in the Specification provided on Our Website or sent by us relating to the specific Services. We reserve the right to amend the Specification if required by any applicable statutory or regulatory requirements.

5. PRICE

5.1 In the event that any modifications are made regarding the Order:

(a) which necessitate an agreed additional payment, then we shall promptly inform you for making such additional payment and you shall make such payment within 30 days of such notification; or
(b) which necessitate an agreed reduction in the payment make, then we shall reimburse you the appropriate sum within 30 days from the date of acceptance of the Order.

5.2 We will not supply any of the Services to you without having first received payment in full for the Order.
5.3 All the prices stated on Our Website are:

(a) exclusive of VAT at the prevailing rate;

(b) exclusive of the cost of the transportation of the Services or any other delivery costs which shall be paid by you in addition to the price of the Services;

(d) exclusive of the costs and charges of packaging.

5.4 TheServices shall be packaged according to standard ISO shipping standards, and we shall have in place adequate insurance to cover the Services whilst in transit.
5.5 If you issue a purchase order, memorandum or other agreement covering the Services to be supplied under this Agreement, it is agreed that such document is for your own internal purposes only, in which case all terms and conditions contained in such a document which are additional to or inconsistent with this Agreement shall be of no force or effect.
5.6 You shall bear the cost of any withholding tax or any other taxes imposed by countries outside of the United Kingdom arising as a result of the sale and purchase of the Services. We shall not be compelled to take any steps to mitigate any liability which you may incur in this regard.

6. QUALITY

6.1 We warrant that on delivery, the Services shall conform with the Specification.
6.2 Although we will use all reasonable endeavours to procure that the Services are of satisfactory quality, we do not undertake that they are suitable for any particular use to which you put them or on your behalf or that their use will lead to any particular result, nor is the success of such work guaranteed, and we will be under no liability in respect of such work.
6.3 We do not give any warranty:
(a) that the Services are fit for any particular purpose unless that purpose is specifically advised to us in writing by you prior to delivery and we confirm in writing that the Services can fulfill that particular purpose;
(b) that we own all necessary property and other rights in the Services and that their use will not infringe any patent, copyright, trade mark or other rights in the Services owned by third parties.
6.4 Except as provided in this clause 7, we shall have no liability to you in respect of our failure to comply with the Specification set out on Our Website or that is sent directly to you.

6.5 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
6.6 These Conditions shall apply to any replacement Services supplied by us.

7. TERMINATION

7.1 If you become insolvent, appoint a receiver or become subject to any analogous action, or we reasonably believe that you are about to become so and notify you accordingly, then, without limiting to any other right or remedy available to us, we may cancel or suspend all further deliveries under the Contract or under any other contracts between you and us without incurring any liability to you, and all outstanding sums in respect of the Services under the Agreement shall become immediately due.
7.2 We may also may cancel or suspend all further services under the Contract or under any other contracts between you and us without incurring any liability to you, and all outstanding sums in respect of the Services under the Agreement shall become immediately due, if you:

(a) fail to make any payment due to us; and

(b) commit any material breach of your obligations under these terms which is incapable of remedy, or if capable of remedy, is not remedied within 10 Business Days of us giving written notice requiring the breach to be remedied.

8.1 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses 5, 9, 11 and 12 any other clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

9. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY

9.1 All secret or confidential information belonging to the other party disclosed as a result of the relationship created by these terms shall be kept secret and confidential by the party, and shall not be disclosed to third parties other than for the purpose of the Contract without the prior written permission of the other party, but shall not include any part of such information which:

(a) is or becomes generally available to the public otherwise than by reason of breach of the obligations of confidentiality in these terms;

(b) isknown to the receivingpartyandisatthereceivingparty’sfreedisposal (having been generated independently by the receiving party or a third party, in circumstances where it has not been derived directly or indirectly from the other party) provided that documentary evidence of such knowledge is furnished by the receiving party to the other party within thirty (30) days of receipt of request for such proof; or

(c) is subsequently disclosed to the receiving party without obligation of confidence by a third party owing no such obligations to the other party.

9.2 You acknowledge that we are subject to the requirements of the Freedom of Information Act 2000 (the “Act”) and you agree to provide all necessary assistance to us to enable us to comply with our obligations under the Act and any subsequent amendments to the Act.
9.3 We retain all Intellectual Property Rights in relation to the Services.
9.4 We grant you a non-exclusive, non-sub-licensable, royalty-free license to use any intellectual property rights incorporated into or associated with the Services for the purpose of research and development, but not for any other purpose.

10. LIMITATION OF LIABILITY

10.1 Although we will use all reasonable endeavours to procure that the Services are of satisfactory quality as shall be exclusively determined by reference to the Specification, we do not undertake that the Services to be supplied pursuant to the Contract will lead to any particular result, nor is the result of any such use of the Services guaranteed, and we will be under no liability in respect of such work.

10.2 You acknowledge that we do not accept any responsibility for, nor shall we be liable in respect of, any work done or advice or information given by us to you in respect of or in connection with the Services supplied under the Contract; and you undertake to release us from any liability howsoever arising for any acts or omissions in respect of the Services supplied under the Contract.
10.3 Subject to clause 10.4:
(a) we shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any Claims and Losses including and without limitation to loss of profit, loss of business, loss of goodwill, loss of savings, claims by third parties, loss of anticipated savings, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of monies paid under this Contract;
(c) youshallindemnifyusfromandagainstallClaimsandLossesarisingfrom the supply of the Services, use or keeping, including without limitation to Claims and Losses arising from:-
(i) injury to your employees and third parties;
(ii) infringement of third party intellectual property rights; and
(iii) use of the Services within or outside the scope of this Agreement.

10.4 Nothing in these Conditions shall limit or exclude our liability for:

(a) deathorpersonalinjurycausedbyournegligence,orthenegligenceofour employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 12 of the Sale of Services Act 1979.

11. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion,

interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

12. GENERAL
12.1 Assignment and subcontracting

(a) You may not assign, transfer, change, subcontract or deal in any other manner with all or any of your rights or obligations under the Contract without our prior written consent.
(b) You may not re-sell or pass on the Services to third parties unless prior written permission is obtained from us.

12.2 Notices

(a) Anynoticeorothercommunicationgiventoapartyunderorinconnection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier or e-mail.

(b)

(c)

A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.2(a); if sent by air mail at 9.00 am on the fifth Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.

The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

12.3 Severance

(a)

(b)

If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

12.4 Waiver

A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

12.5 Third party rights

A person who is not a party to the Contract shall not have any rights under or in connection with it.

Variation

Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by us.

13. Data protection

13.1 We will use any personal information or data that you provide to us to:

(a) process your payment made under the Order Form; 11

(b) inform you about similar services that we provide; unless you notify us to cease doing so; and

13.2 We covenant that we will comply with our obligations under the Data Protection Act 1998 in our performance of the Contract.

14. Governing law and jurisdiction The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non- contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.